Subject: File No. S7-12-06
From: CHARLES B GRIMES

April 4, 2007

FTD's is a CRIMINAL ACTIVITY short and simple. Whoever is guilty of FTD's should be arrested, jailed and/or fined. You break the law, you pay the price.

Grandfathering FTD's is much more sinister. What you are now saying is that all of the crimes (FTD) that you committed before a certain date are now wiped clean. You (the SEC) don't have the authority to do that. The SEC can't pardon criminals.

It's as if you care more about the criminals than you do the folks who are being harmed aka the victims. How many nest eggs have been wiped clean? How many retirement accounts have been emptied?

Please ask yourself, Who are we here to protect, INVESTORS or the BANKS, HEDGE FUNDS, BROKERAGE HOUSES, that are guilty of this crime. Don't tell me that you are putting liquidity into the market, because that is a smoke screen. Without INVESTORS, therE would be no market.

PLEASE take the GRANDFATHERING clause out of SHO and then don't stop there: